EX-10.1






EXHIBIT 10.1




COMMITMENT AND ACCEPTANCE




This Commitment and Acceptance (this “Commitment and Acceptance”) dated as of March 27,
2006, is entered into among the parties listed on the signature pages hereof. Capitalized terms
used herein and not otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement (as defined below).



PRELIMINARY STATEMENTS




Reference is made to that certain Credit Agreement dated as of December 7, 2005, by and
among NVR, Inc., a Delaware corporation (the “Company”), JPMorgan Chase Bank, N.A., as
Administrative Agent, and the Lenders that are parties thereto (as the same may from time to time
be amended, modified, supplemented or restated, in whole or in part and without limitation as to
amount, terms, conditions or covenants, the “Credit Agreement”).



Pursuant to Section 2.14 of the Credit Agreement, the Company has requested an increase in the
Aggregate Commitment from $400,000,000 to $445,000,000. Such increase in the Aggregate Commitment
is to become effective on March 27, 2006. In connection with such requested increase in the
Aggregate Commitment, the Borrower, Administrative Agent and Washington Mutual Bank, FA (“Accepting
Lender”) hereby agree as follows:



1. ACCEPTING LENDER’S COMMITMENT. Effective as of the Increase Date, Accepting
Lender shall become a party to the Credit Agreement as a Lender, shall have all of the rights and
obligations of a Lender thereunder, shall agree to be bound by the terms and provisions thereof and
shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal
to the amount set forth opposite Accepting Lender’s name on the signature pages hereof.



2. REPRESENTATIONS AND AGREEMENTS OF ACCEPTING BANK. Accepting Lender (a) represents
and warrants that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Commitment and Acceptance and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if
any, specified in the Credit Agreement that are required to be satisfied by it in order to become a
Lender, (iii) from and after the Increase Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 6.04(a) and (b) thereof, as applicable,
and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Commitment and Acceptance on the basis of which it has
made such analysis and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, it has delivered any documentation required to
be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Accepting Lender; and (b) agrees that (i) it will, independently and without reliance on the
Agent or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the
Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender.



3. REPRESENTATION OF BORROWER. The Borrower hereby represents and warrants that, as
of the date hereof and as of the Increase Date, (a) no event or condition shall have occurred and
then be continuing which constitutes a Default or Unmatured Default and (b) the representations and
warranties of the Borrower contained in the Credit Agreement are true and correct in all material
respects (except to the extent any such representation or warranty is stated to relate solely to an
earlier date).



4. ADMINISTRATIVE AGENT’S FEE. On or before the Increase Date, the Borrower shall
pay to the Administrative Agent an administrative fee in the amount of $3,500.00.



5. GOVERNING LAW. This Commitment and Acceptance shall be governed by the internal
law, and not the law of conflicts, of the State of New York.



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IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their
duly authorized officers as of the date first above written.



	 	 	 
	 
	 	 
	 
	 	 
	
 
	 	BORROWER:
	 
	 	 
	
 
	 	NVR, INC.
	 
	 	 
	
 
	 	By: /s/ Dennis M. Seremet 
	
 
	 	 
	 
	 	 
	
 
	 	Name: Dennis M. Seremet 
	
 
	 	 
	 
	 	 
	
 
	 	Title: Vice President and Chief Financial Officer 
	
 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	
 
	 	ADMINISTRATIVE AGENT:
	 
	 	 
	
 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 
	 	 
	
 
	 	By: /s/ F. Patt Schiewitz 
	
 
	 	 
	 
	 	 
	
 
	 	Name: F. Patt Schiewitz 
	
 
	 	 
	 
	 	 
	
 
	 	Title: Managing Director 
	
 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	COMMITMENT:                               

	 	ACCEPTING LENDER:
	 
	 	 
	$45,000,000

	 	WASHINGTON MUTUAL BANK, FA
	 
	 	 
	
 
	 	By: /s/ Brad Johnson 
	
 
	 	 
	 
	 	 
	
 
	 	Name: Brad Johnson 
	
 
	 	 
	 
	 	 
	
 
	 	Title: Vice President 
	
 
	 	 
	 
	 	 







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